Contractual framework

General conditions
of delivery.

General conditions for the delivery of machinery and installations applicable to any supply by Demaurex SA. Adapted from the « General Conditions for the Delivery of Machinery and Plant rev. 2016 » of Swissmem and modified by Demaurex SA.

Version rev. 2016 — Last updated: May 5, 2026

This English version is provided for information purposes only. In the event of any discrepancy, the French version shall prevail.

1. General

1.1 The contract shall be deemed concluded upon receipt of the supplier's written confirmation that it accepts the order (order confirmation). Any offer not accompanied by a deadline for acceptance is non-binding.

1.2 The relations between the parties are governed by the present conditions of delivery when the offer or the order confirmation declares them applicable. Conditions of the buyer that depart from the present ones are valid only if expressly accepted in writing by the supplier.

1.3 The validity of any agreement and any declaration of legal scope between the parties to the contract is subject to compliance with the written form. Declarations in text form, transmitted or stored by means of electronic media, are equivalent to the written form if specifically stipulated by the parties.

1.4 If a provision of the present conditions of delivery should prove to be invalid in whole or in part, the parties to the contract shall replace it with a provision having legal and economic effects as close as possible to those of the invalid one.

2. Scope of supplies and services

The order confirmation and any annexes set out exhaustively the supplier's supplies and services. The supplier is entitled to make any changes leading to improvements, provided that no price increase results.

3. Drawings and technical documents

3.1 Unless otherwise agreed, prospectuses and catalogues are not binding on the supplier. The information given in technical documents is binding on the supplier only in the case of express guarantees.

3.2 Each party retains all rights to drawings and technical documents transmitted to the other. The recipient acknowledges these rights and undertakes not to disclose this documentation to third parties, in whole or in part, without the prior written authorisation of the issuer. He shall use this documentation only in accordance with the purpose for which it has been provided.

4. Regulations in the country of destination and protective devices

4.1 The buyer must inform the supplier, no later than at the time of the order, of the regulations and standards applicable to the performance of the supplies and services, to their operation, as well as to the prevention of illness and accidents.

4.2 In the absence of an agreement under article 4.1, supplies and services shall comply with the regulations and standards in force at the supplier's legal domicile. Additional or different protective devices shall be supplied only if they have been expressly agreed.

5. Prices

5.1 Unless otherwise agreed, prices are net, ex works, without packing, in freely available Swiss francs, and without any deduction.

All ancillary costs, such as transport, insurance, export, transit and import permits, as well as other authorisations and certifications, are at the buyer's expense. The buyer shall also bear all taxes, duties, contributions, customs duties and other levies and administrative charges incurred in connection with the contract or its performance. Insofar as such costs, taxes, etc. are levied on the supplier or its agents, they must be reimbursed by the buyer upon presentation of the corresponding documents.

5.2 The supplier reserves the right to adjust its prices in the event of changes in wages or material prices between the time of the offer and that of performance of the obligations under the contract. This adjustment shall be made according to the price adjustment formula attached to the present conditions.

An appropriate price adjustment also follows if:

  • the delivery period is subsequently extended for one of the reasons set out in article 8.3, or
  • the type and quantity of supplies or services agreed have been modified, or
  • the documentation provided by the buyer does not correspond to the actual conditions or is incomplete and the materials or manufacture must be modified accordingly, or
  • laws, directives, principles of interpretation or application have been amended.

6. Terms of payment

6.1 The buyer shall make payments at the supplier's domicile, in accordance with the agreed payment terms, without deduction of discount, fees, taxes, duties, contributions, customs duties or other charges.

Unless otherwise agreed, the price shall be paid in instalments:

  • one third as a deposit within the month following the buyer's receipt of the order confirmation,
  • one third upon expiry of two thirds of the agreed delivery period,
  • the balance within the month following the supplier's notice that the delivery is ready for shipment.

The obligation to pay is fulfilled to the extent that the amount in Swiss francs has been made freely available to the supplier at its domicile. Where the agreement allows payment by bills of exchange or letter of credit, the buyer shall bear the discount, taxes and collection charges, i.e. the costs related to the opening, notification and confirmation of a letter of credit.

6.2 Payment dates must be respected, even if transport, delivery, assembly, commissioning or acceptance of the supplies or services has been delayed or rendered impossible for reasons not attributable to the supplier, or if non-essential parts are missing, or if additional work is necessary which does not prevent the use of the supplies.

6.3 If the deposits or securities agreed at the conclusion of the contract are not provided in accordance therewith, the supplier is entitled either to maintain the contract or to withdraw from it, and in both cases to claim damages.

If the buyer is in default of any of its payments, for whatever reason, or if circumstances arising after the conclusion of the contract give the supplier serious grounds to fear that the buyer will not perform in full or on time, the supplier is entitled, without prejudice to its statutory rights, to suspend performance of the contract and retain the supplies ready for shipment until a new agreement has been reached on the terms of payment and delivery, and the supplier has obtained sufficient securities. If such an agreement cannot be reached within a reasonable period, or if the supplier does not obtain sufficient securities, the supplier is entitled to withdraw from the contract and claim damages.

6.4 If the buyer fails to comply with the payment dates, it shall be liable, without notice, from the agreed due date, to pay interest at a rate corresponding either to the rate usually applicable at the buyer's domicile, or to a rate of at least 4% above the 3-month CHF-LIBOR if such rate is higher. The right to claim further damages is reserved.

7. Reservation of title

The supplier remains the owner of the entire delivery until receipt of full payment in accordance with the contract.

The buyer is required to participate in all measures necessary for the protection of the supplier's title; in particular, from the conclusion of the contract, the buyer authorises the supplier to register the reservation of title in the public register, books or other similar documents, in accordance with the laws of the place of destination, and to comply with all necessary formalities, at the buyer's expense.

During the period of reservation of title, the buyer shall maintain the delivery in its current condition and insure it in favour of the supplier against theft, breakage, fire, water and other risks, at its own expense. In addition, it shall take all appropriate measures to prevent any infringement of the supplier's right of ownership.

8. Delivery period

8.1 The delivery period begins as soon as the contract is concluded, all official administrative formalities have been completed (such as obtaining the necessary import, export, transit and payment authorisations), the payments and any securities required at the time of the order have been provided, and the main technical questions have been settled. The delivery period is met if, by its expiry, the supplier has informed the buyer that the delivery is ready for shipment.

8.2 Compliance with the delivery period is conditional on the buyer's fulfilment of its contractual obligations.

8.3 The delivery period shall be appropriately extended:

  • a) when the information necessary for the performance of the contract has not been sent to the supplier in time, or when the buyer subsequently modifies it and thereby causes a delay in the performance of the supplies or services;
  • b) when binding circumstances affecting the supplier, the buyer or a third party arise without the supplier being able to avoid them, despite the attention required by the circumstances. By way of example, such circumstances are epidemics, mobilisation, war, civil war, acts of terrorism, riot, political unrest, revolutions, acts of sabotage, significant disruptions to the operation of the company, accidents, labour disputes, late or defective delivery of the necessary raw materials, semi-finished or finished products, the rejection of significant parts, administrative measures or omissions by state or supranational bodies, embargoes, transport obstacles, fires, explosions, natural phenomena;
  • c) when the buyer or a third party is late in carrying out the work for which it is responsible, or in fulfilling its contractual obligations, in particular if the buyer does not respect the payment terms.

8.4 Where, instead of a delivery period, a definite term has been agreed, this corresponds to the last day of a delivery period; articles 8.1 to 8.4 apply by analogy.

8.5 In the event of delays in supplies or services, the buyer enjoys only the rights and claims expressly mentioned in article 8 of the present conditions of delivery. This restriction does not apply in the event of wilful misconduct or gross negligence on the part of the supplier, but it does apply to its agents.

9. Packing

Packing is invoiced separately by the supplier and is not taken back. However, if the packing is designated as the property of the supplier, it must be returned by the buyer free of charge to the place of dispatch.

10. Transfer of benefits and risks

10.1 Benefits and risks pass to the buyer at the latest when the supplies leave the factory.

10.2 If shipment is delayed at the buyer's request or for other reasons not attributable to the supplier, the risks pass to the buyer at the time originally scheduled for delivery ex works. From that moment on, the supplies are stored and insured at the buyer's expense and risk.

11. Shipment, transport and insurance

11.1 The supplier must be informed in good time of any particular requirements relating to shipment, transport and insurance. The buyer bears the costs and risks of transport.

11.2 Upon receipt of the supplies or transport documents, the buyer is required to notify the last carrier of any complaints relating to shipment or transport.

11.3 The buyer is required to take out insurance against any risks whatsoever.

12. Acceptance procedure for supplies and services

12.1 The supplier shall check the supplies and services, in accordance with usage, before shipment. The buyer may only request additional verification under a particular agreement and at its own expense.

12.2 The buyer is required to check the supplies and services within a reasonable period and to notify the supplier in writing of any defects without delay. Failing this, the supplies and services are deemed accepted.

12.3 The buyer being required to give it the opportunity to do so, the supplier is required to remedy as soon as possible any defects communicated to it in accordance with article 12.2. After repair of the defects, an acceptance procedure shall take place at the buyer's or the supplier's request, in accordance with article 12.4.

12.4 Subject to article 12.3, the implementation of an acceptance procedure, as well as the establishment of the related conditions, requires a particular agreement. Unless otherwise agreed, the following principles apply:

  • The supplier is required to inform the buyer as soon as possible of the implementation of the acceptance procedure so that the buyer or its representative can take part in it.
  • An acceptance report shall be drawn up, duly signed by the buyer and the supplier or their respective representatives. The report records that acceptance has taken place and has been pronounced, or that it has been pronounced with certain reservations, or that the buyer refuses acceptance. In the latter two cases, the report must indicate separately the defects invoked.
  • In the case of minor defects, in particular those which do not significantly impede the operation of the supplies or services, the buyer may not refuse to pronounce acceptance of the latter or to sign the related report. The supplier shall repair such defects without delay.

12.5 Acceptance is also deemed to have been pronounced:

  • if the buyer does not take part in the acceptance procedure despite a prior invitation;
  • if the acceptance procedure could not be implemented on the scheduled date for reasons not attributable to the supplier;
  • if the buyer refuses acceptance without right;
  • if the buyer refuses to sign the acceptance report drawn up in accordance with article 12.4;
  • as soon as the buyer uses any supplies or services from the supplier.

12.6 Whatever the defects affecting the supplies or services, the buyer enjoys only the rights and claims expressly mentioned in articles 12.4 and 13 of the present conditions of delivery (warranty, liability for defects).

13. Warranty, liability for defects

13.1 Warranty period. The warranty period is 12 months, or 6 months in the case of multi-shift operation. It starts as soon as the supplies leave the factory or upon completion of assembly insofar as the supplier is also responsible for it, or upon acceptance of the supplies and services possibly agreed. If shipment, completion of assembly or implementation of the acceptance procedure is delayed for reasons not attributable to the supplier, the warranty period expires at the latest 18 months after notification to the buyer that the delivery is ready for shipment.

A new warranty period of 6 months applies to replaced or repaired parts; it starts upon replacement, completion of repair or acceptance and expires in any event upon expiry of a maximum period equal to twice the warranty period provided for in the preceding paragraph.

The right to warranty is extinguished prematurely if the buyer or a third party makes modifications or repairs, or if the buyer, in the event of a defect, does not take all measures to reduce the resulting damage and does not give the supplier the opportunity to remedy it.

13.2 Liability for defects in materials, design or manufacture. Upon written notification from the buyer, the supplier undertakes, at its option, to repair or replace, as quickly as possible, all parts of its supplies which are proven to have become defective before the expiry of the warranty period due to bad materials, defective design or imperfect manufacture. Replaced parts become the property of the supplier, unless the latter expressly waives this. In accordance with the principle of proportionality, the supplier bears the costs arising from the repair, insofar as they do not exceed the usual costs of transport, labour, travel and accommodation, as well as dismantling and assembly of the defective parts.

13.3 Exclusions of liability for defects. The supplier's warranty and liability are excluded for damage which is not proven to result from defective materials, design defects or imperfect manufacture, such as damage due to natural wear and tear, insufficient maintenance, non-observance of the operating instructions, excessive stresses, the use of unsuitable operating materials, chemical or electrolytic influences, manufacturing or assembly work not carried out by the supplier, as well as other causes not attributable to the supplier.

13.4 Supplies and services from sub-contractors. For supplies and services from sub-contractors prescribed by the buyer, the supplier assumes a warranty only within the limits of the warranty given by the latter.

13.5 Exhaustiveness of warranty rights. The buyer's rights and claims due to defects affecting materials, design or manufacture, as well as those arising from the absence of promised qualities, are limited to those expressly mentioned in articles 13.1 to 13.5.

If the buyer reports a defect attributable to the supplier without the defect being apparent, the buyer shall reimburse the supplier for the costs related to the work as well as compensation for expenses and other costs.

13.6 Liability for ancillary obligations. The supplier shall only be liable for wilful misconduct or gross negligence when the buyer makes claims arising from erroneous advice or data or the breach of any other ancillary obligation.

14. Termination of the contract by the supplier

The contract shall be appropriately adapted when unforeseen events profoundly modify the economic effects or the content of the supplies or services, or significantly affect the supplier's activities, or if performance subsequently becomes impossible. If such adaptation is not economically justifiable, the supplier is entitled to terminate the contract or the part of the contract concerned.

If the supplier intends to make use of its right of termination and as soon as it is in a position to assess the scope of the events, it shall immediately inform the buyer. This rule also applies if the parties had initially agreed on an extension of the delivery period. In the event of termination of the contract, the supplier has the right to demand payment for supplies and services already provided. The buyer cannot claim any compensation based on such termination of the contract.

15. Export control

The buyer acknowledges that the supplies may be subject to Swiss and/or foreign legal provisions and regulations on export control and that it is forbidden to sell, lease, transfer in any way or use them for any purpose other than that agreed, without an export or re-export authorisation from the competent authority. The buyer undertakes to comply with such provisions and regulations. It is aware that these may change and are applicable in accordance with the valid contract.

16. Data protection

In the context of the performance of the contract, the supplier is entitled to process personal data of the buyer. The buyer accepts in particular that, in the context of the management of business relations, the supplier may transmit such data to third parties in Switzerland or abroad.

17. Software

If the supplier's supplies and services also include software, the buyer benefits, unless otherwise agreed, from the non-exclusive right to use the software in connection with the delivered object. The buyer has no right to make copies (except for archiving purposes, fault detection or to replace defective data carriers) or to manipulate the software. In particular, the buyer has no right, without the prior written authorisation of the supplier, to disassemble, decompile, decode or reconstitute the software. In the event of infringement, the supplier may revoke the right of use. As regards third-party software, the terms of use of the licensor apply. In the event of infringement, the latter may assert its rights in addition to the supplier.

18. Exclusion of all other liability of the supplier

All cases of breach of contract and their legal consequences, as well as all claims of the buyer, on whatever legal basis, are settled exhaustively in the present conditions. If there are claims by the buyer arising from the contract or its non-conforming performance, the total amount of such claims is limited to the price paid by the buyer. In particular, all claims for damages, price reduction, cancellation or termination of the contract that are not expressly reserved by the contract are excluded. In no case shall the buyer be entitled to compensation for damage not caused to the object of the delivery itself, such as loss of production, loss of operation, loss of business, recall costs, loss of profits and any other direct or indirect damage. Liability for the replacement of third-party claims, asserted against the buyer for reasons of infringement of intangible property rights, is also without effect.

This exclusion of liability is without effect in cases of wilful misconduct or gross negligence by the supplier; it nevertheless applies to its agents.

This exclusion of liability is without effect when it conflicts with mandatory law.

19. Supplier's right of recourse

Where, due to acts or omissions of the buyer or its agents, persons are injured or property is damaged and the supplier's liability is engaged for this reason, the supplier shall have a right of recourse against the buyer.

20. Place of jurisdiction and applicable law

20.1 The place of jurisdiction for the parties is the supplier's registered office. The supplier is however entitled to sue the buyer at the place of the buyer's registered office.

20.2 Swiss substantive law is applicable.

Conditions adapted from the « General Conditions for the Delivery of Machinery and Plant rev. 2016 » of Swissmem and modified by Demaurex SA.